<PAGE>
As filed with the Securities and Exchange Commission on July 24, 2000.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHECKERS DRIVE-IN RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 58-1654960
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14255 49TH STREET NORTH, BUILDING I
CLEARWATER, FLORIDA 33762
(727) 519-2000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
CHECKERS DRIVE-IN RESTAURANTS, INC.
1994 STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS
1991 STOCK OPTION PLAN
EMPLOYEE STOCK PURCHASE PLAN
(Full Title of Plan)
Andrew D. Simons, Esq.
Checkers Drive-In Restaurants, Inc.
14255 49th Street North, Building I
Clearwater, Florida 33762
(727) 519-2000
(Name, Address and Telephone number of
Agent for Service)
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<CAPTION>
CALCULATION OF REGISTRATION FEE
===============================================================================================================
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered(2) Registered offering aggregate registration fee
price per share offering price
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares $.001 Par Value 3,033,608 shares $3.953125(1) $11,992,232(1) $3,165.94
===============================================================================================================
</TABLE>
____________________
(1) Inserted solely for the purpose of calculating the registration fee
pursuant to Rule 457(h). Pursuant to Rule 457(c), the fee is calculated on
the basis of the average of the high and low prices reported on the NASDAQ
National Market System for the common stock on July 18, 2000.
(2) Pursuant to Rule 416, this Registration Statement shall be deemed to
register an indeterminate amount of plan interests in the Employee Stock
Purchase Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Note: The documents containing the information concerning the Checkers
Drive-In Restaurants, Inc. 1991 Stock Option Plan (the "1991 Plan"), the 1994
Stock Option Plan for Non-Employee Directors (the "1994 Plan") and the
Checkers Drive-In Restaurants, Inc. Employee Stock Purchase Plan (the "Stock
Purchase Plan") required by Item 1 of Form S-8 under the Securities Act of
1933, as amended (the "Securities Act"), and the statement of availability of
the registrant information and other information required by Item 2 of Form
S-8 will be sent or given to participants as specified in Securities Act Rule
428. In accordance with Rule 428 and the requirements of Part I of Form S-8,
such documents are not being filed with the Securities and Exchange
Commission either as part of this registration statement on Form S-8 or as
prospectuses or prospectus supplements pursuant to Rule 424. The Company
will maintain a file of such documents in accordance with the provisions of
Rule 428. Upon request, the Company shall furnish to the Commission or its
staff a copy or copies of all of the documents included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference in this Registration
Statement the following documents, all of which have previously been filed by
the Company with the Commission:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
January 3, 2000, as filed on April 3, 2000, as amended by the Form 10-K/A
filed on May 2, 2000.
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 27, 2000, as filed on May 11, 2000.
3. The description of securities to be registered contained in the
Registration Statement filed with the Commission on the Company's Form 8-A
under the Exchange Act.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. The class of securities to be offered under this
Registration Statement is registered under Section 13 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The Company's Senior Vice President, Secretary and General Counsel,
Andrew D. Simons, Esq., is giving the Company an opinion upon the legality of
the issuance of the shares of Common Stock being offered hereby.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation (the "Articles") provides
that a director will not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except: (i) for any breach of duty of loyalty; (ii) for acts or omissions not
in good faith or which involve intentional misconduct or knowing violations
of laws; (iii) for liability under the Delaware Business Corporation Act
(relating to certain unlawful dividends, stock repurchases or stock
redemptions); or (iv) for any transaction from which the director derived any
improper personal benefit. The Company's by-laws provide that the Company
shall indemnify each director and such of the Company's officers, employees
and agents as the Board of Directors shall determine from time to time to the
fullest extent provided by the Delaware Business Corporation Act.
The Company has entered into indemnification agreements (the
"Indemnification Agreements") with all of its directors and certain of its
officers. Similar Indemnification Agreements may from time to time be
entered into with additional officers of the Company or certain other
employees or agents of the Company. At present, there is no material pending
litigation nor proceeding involving a director, officer, employee or agent of
the Company where indemnification is required or permitted, nor is the
Company aware of any threatened litigation or proceeding that may result in a
claim for such indemnification. The Company is also empowered under its
Articles to purchase and maintain insurance or furnish similar protection on
behalf of any person who it is required or permitted to indemnify and the
Company has acquired such insurance in connection with each individuals that
the Company believes is warranted.
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Insofar as indemnification for liabilities under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than payment by the
registrant of expense incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expresse
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
3.1 Restated Certificate of Incorporation of Checkers Drive-In Restaurants,
Inc. (previously filed with the Commission as Exhibit 3.1 to the
Company's Registration Statement on Form S-1 filed on September 26,
1999, File No. 33-42996).*
3.2 Certificate of Amendment to Certificate of Incorporation of the Company
dated August 9, 1999 (previously filed as Exhibit 3.3 to the Company's
Annual Report on Form 10-K for the fiscal year ended January 3, 2000).*
3.3 By-Laws of Checkers Drive-In Restaurants, Inc. (previously filed as
Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995).*
4.1 Checkers Drive-In Restaurants, Inc. 1991 Stock Option Plan, as amended
on May 16, 1994 (previously filed as Exhibit 4 to the Company's
Registration Statement on Form S-8 filed on June 15, 1994).*
4.2 1994 Stock Option Plan for Non-Employee Directors (previously filed as
Exhibit 10.32 to the Company's Annual Report on Form 10-K for the fiscal
year ended January 2, 1995).*
4.3 Checkers Drive-In Restaurants, Inc. Employee Stock Purchase Plan.
(previously filed as Exhibit 10.18 to Company's Annual Report on Form
10-K for the fiscal year ended January 3, 2000).*
5.1 Opinion of Andrew D. Simons, Esq., as to the legality of the securities
being registered.
23.1 The consent of Andrew D. Simons, Esq. to the use of his opinion as an
Exhibit to this Registration Statement is included in his opinion filed
herewith as Exhibit 5.1.
23.2 Consent of KPMG, LLP, independent certified public accountants.
23.3 Consent of Arthur Andersen, LLP, independent certified public accountants.
24.1 Powers of Attorney
__________________
*Document has been filed with the Commission and is incorporated by reference.
<PAGE>
ITEM 9. UNDERTAKINGS.
1. The Company hereby undertakes:
(a) To file, during any period in which offers of sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereto)
which, individually or in the aggregate, represents a
fundamental change in the formation set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
2. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be in the initial
bona fide offering thereof.
3. The undersigned Company hereby undertakes to deliver or cause to be
delivered with the Prospectus to each eligible employee or director to whom
the Prospectus for the 1991 Plan, the 1994 Plan or the Stock Purchase Plan is
sent or given, a copy of the Company's Annual Report to Stockholders for its
last fiscal year, unless such individual otherwise has received a copy of
such Annual Report, in which case the Company shall state in the Prospectus
that it will promptly furnish, without charge, a copy of such Annual Report
on written request of the individual. If the last fiscal year of the Company
has ended within 120 days prior to the use of the Prospectus, the Annual
Report of the Company for the preceding fiscal year may be so delivered, but
within such 120 day period the Annual Report for the last fiscal year will be
furnished to each such individual.
The Company also undertakes to deliver or cause to be delivered to all
employees participating in the 1991 Plan and the Stock Purchase Plan who do
not otherwise receive such material, copies of all reports to stockholders,
proxy statements and other communications distributed to its security holders
generally, such material to be sent or delivered no later than the time it is
sent to security holders.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Clearwater, State of Florida this 14th day of
July, 2000.
Checkers Drive-In Restaurants, Inc.
By: /s/ Daniel J. Dorsch
------------------------------------------
Daniel J. Dorsch, Chief Executive Officer
By: /s/ Theodore Abajian
------------------------------------------
Theodore Abajian, Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
Each of the undersigned officers and directors of Checkers Drive-In
Restaurants, Inc., hereby constitutes and appoints Daniel J. Dorsch, Chief
Executive Officer of the Company, Theodore Abajian, Chief Financial Officer
of the Company and Andrew D. Simons, General Counsel of the Company, or
either of them individually, his true and lawful attorney-in-fact and agent,
for him and in his name, place and stead, in any and all capacities, to sign
his name to any and all amendments to this Registration Statement on Form
S-8, including post-effective amendments and other related documents, and to
cause the same to be filed with the Securities and Exchange Commission,
granting unto said attorneys, or any of them individually, full power and
authority to do and perform any act and thing necessary and proper to be done
in the premises, as fully to all intents and purposes as the undersigned
could do if personally present, and the undersigned for himself hereby
ratifies and confirms all that said attorneys shall lawful
Pursuant to the requirements of the Securities Act of 1933, this S-8
Registration Statement has been signed by the following persons (or by their
duly authorized attorney-in-fact) in the capacities and on the dates
indicated.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ William P. Foley, III Director and Chairman of the Board July 14, 2000
------------------------------
William P. Foley, III
/s/ Peter C. O'Hara Director, Vice Chairman of the Board July 14, 2000
------------------------------
Peter C. O'Hara
/s/ Daniel J. Dorsch Director, Chief Executive Officer and July 14, 2000
------------------------------ President
Daniel J. Dorsch
/s/ Theodore Abajian Senior Vice President and Chief Financial Officer July 14, 2000
------------------------------
Theodore Abajian
/s/ Terry N. Christensen Director July 14, 2000
------------------------------
Terry N. Christensen
/s/ Clarence V. McKee Director July 14, 2000
------------------------------
Clarence V. McKee
/s/ C. Thomas Thompson Director July 14, 2000
------------------------------
C. Thomas Thompson
/s/ Burt Sugarman Director July 14, 2000
------------------------------
Burt Sugarman
/s/ William D. Davis Director July 14, 2000
------------------------------
William D. Davis
/s/ Andrew F. Puzder Director July 14, 2000
------------------------------
Andrew F. Puzder
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ David Gotterer Director July 14, 2000
------------------------------
David Gotterer
/s/ Ronald B. Maggard Director July 14, 2000
------------------------------
Ronald B. Maggard
</TABLE>
*By: -----------------------------------
Andrew D. Simons, Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
<S> <C>
3.1 Restated Certificate of Incorporation of Checkers Drive-In
Restaurants, Inc. (previously filed with the Commission as
Exhibit 3.1 to the Company's Registration Statement on Form S-1
filed on September 26, 1999, File No. 33-42996).*
3.2 Certificate of Amendment to Certificate of Incorporation of the
Company dated August 9, 1999 (previously filed as Exhibit 3.3
to the Company's Annual Report on Form 10-K for the fiscal year
ended January 3, 2000).*
3.3 By-Laws of Checkers Drive-In Restaurants, Inc. (previously
filed as Exhibit 3.3 to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1995).*
4.1 Checkers Drive-In Restaurants, Inc. 1991 Stock Option Plan, as
amended on May 16, 1994 (previously filed as Exhibit 4 to the
Company's Registration Statement on Form S-8 filed on June 15,
1994).*
4.2 1994 Stock Option Plan for Non-Employee Directors (previously
filed as Exhibit 10.32 to the Company's Annual Report on Form
10-K for the fiscal year ended January 2, 1995).*
4.3 Checkers Drive-In Restaurants, Inc. Employee Stock Purchase
Plan. (previously filed as Exhibit 10.18 to Company's Annual
Report on Form 10-K for the fiscal year ended January 3, 2000).*
5.1 Opinion of Andrew D. Simons, Esq., as to the legality of the
securities being registered.
23.1 The consent of Andrew D. Simons, Esq. to the use of his opinion
as an Exhibit to this Registration Statement is included in his
opinion filed herewith as Exhibit 5.1.
23.2 Consent of KPMG, LLP, independent certified public accountants.
23.3 Consent of Arthur Andersen, LLP, independent certified public accountants.
24.1 Powers of Attorney
</TABLE>
__________________
*Document has been previously filed with the Commission and is incorporated
herein by reference.
